The Venom Inside
by Gametime99
Summary: When a alien symbiote crashes near the church Lightning Dust is in, her sad little life changes as she becomes Venom, Lethal Protector of Los Pegasus, bent on revenge against Rainbow Dash! But, a sinister foe plots to learn the secrets of Venom...
1. Bonded In Hate

**Welcome! Now, before anybody asks, I put this story on Fimfiction first, under the name "King Candy." Now that that's taken care of, enjoy!**

Hello, there… we didn't see you there. Huh? What do we mean by "we?" Well, allow us to explain. You see, we are Lightning Dust and at the same time, we are not… we are Venom, a creature born from the nightmares of every last pony, good and evil alike, sworn to protect Los Pegasus… oh, yes, we had dreams, goals, and hopes for the future. We once wanted to be a Wonderbolt, the best fliers in Equestria. We were on the brink of realizing that dream. We had been accepted at the Wonderbolts Academy. In fact, we had even been made a Team Leader. But, all our dreams came crashing down, just because of a little flaw in the plan! That multicolored hotshot Rainbow Dash stole what should rightfully be ours! Spitfire kicked us out and we had no choice but to move to Los Pegasus and get a pathetic job as an underpaid, overworked waitress in a dingy diner… the next time we see Dash, oh, boy is she gonna wish she were never born as we rip her apart piece by piece! Oh, but if we'd known just how much our life was going to change, we'd have simply grinned and bore it…

Let us tell you how we became Los Pegasus's guardian…

A light turquoise pegasus mare with a gold mane and tail with yellow stripes in it flopped down on her bed. Her name was Lightning Dust, and she had just gotten back from double overtime at the Hayloft Cafe… again.

_It isn't supposed to be like this… I'm supposed to have my own Wonderbolt team! On my rise to becoming captain!_ thought Lightning Dust. _I'm not supposed to be squandering my talents as some lowly waitress! Well, at least I get my heart's desire in my dreams..._

As Lightning Dust fell asleep, however, she dreamed of the worst day of her life…

"_That… was… awesome!" cried Lightning Dust, floating as she spoke._

"'_Awesome?! My friends could've been smashed to pieces!" said Rainbow Dash._

_Lightning Dust smirked as she took to the skies. "Yeah, but they weren't, right? Although, I can't say the same for those clouds! We totally wiped them out with that tornado! The other cadets will out there for days trying to bust as many clouds as we did!" she said, extending her hoof for a hoofbump_

_At this, the other cadets glared at Lightning Dust, including Rainbow Dash._

"_A hoofbump?! Seriously?" said Rainbow Dash, shoving Dust's hoof away. "You made me clip my wing, you sent the other cadets into serious tailspins,on the obstacle course, and you unleashed a tornado that nearly demolished my friends!"_

"_Yeah, and?" said Lightning Dust._

"_And, I get that you wanna be the best. So do I, but you're going about it in the wrong way," said Rainbow Dash._

"_Well, the Wonderbolts don't seem to think so! After all, they made me the leader and you the wingpony," said Lightning Dust with a sneer._

_Rainbow Dash sighed. "Yeah, they did," she said…_

_Mere moments later, Lightning Dust was told to come to the runway. There, she found two guards, along with Captain Spitfire and Rainbow Dash, who were talking._

"_You were right. Being the best should never come at the expense of our fellow ponies. Being a Wonderbolt isn't about how far you can push yourself, it's about pushing yourself in the right direction. You've shown that you're capable of doing just that," said Spitfire. She motioned for the two guards to bring Lightning Dust forward, before she ripped the Team Leader badge off of Lightning Dust's uniform…_

Suddenly, the dream changed…

_Lightning Dust was flying faster than she knew she possibly could… that multicolored hotshot was in Los Pegasus, and now it was time to use her new power to put her in her place: six feet under a rounded stone that read "Rainbow Dash." In no time, she found her prey._

"_I wonder why Lightning Dust was acting so weird… and what was she talking about 'a new breed of pony?' Something tells me she knows something about that Venom creature… better find the- OOF!" cried Rainbow Dash as Lightning Dust plowed in to her._

"_**Don't you just hate it when somepony gets the drop on you, Dash? We know we do,"**__ said Lightning Dust in a darker, more monstrous voice than her own._

"_Who are you?! Scratch that, what are you? And how do you know my name?" cried Rainbow Dash._

"_**We are the twilight of your pathetic little existence! We are Venom!"**__ snarled Lightning Dust, right before what seemed to be a laser blast hit her…_

Lightning Dust woke up panting… she looked at the clock next to her.

"Oh, crap, I'm late for work!" yelled Lightning Dust as she hurried out the door.

"DUST! WHAT DO YOU HAVE TO SAY FOR YOURSELF?!" roared Greasy Steve, Lightning Dust's boss. He was a tan Earth Pony with a gray mane and tail and a chef's hat cutie mark.

"Sorry, sir… I guess I overslept," said Lightning Dust.

"You guess? You guess?! Maybe I should make you _guess_ about finding a new job!" snarled Steve.

A Pegasus stallion with a gray coat, a dirty blonde mane and tail approached Steve. "Hey, leave her alone," he said.

Lightning Dust blushed. The stallion was named North Star, who was working his way through college, where he majored in Biology… and she kinda had a crush on him.

"You stay out of this, college boy!" said Steve.

"All right, then… good luck trying to find somepony who gets half as much work done in the kitchen… or the dishroom," said North Star with a smirk, knowing he had just set his boss between a rock and a hard place.

Greasy Steve moaned. "Oh, all right… but, listen very carefully, Dust: if you're late again, you're through. Now, go and get ready," he said.

"Yes, sir," said Lightning Dust.

As soon as Steve was out of earshot, Lightning Dust said, "Thanks for saving my ass back there."

"Ah, don't mention it. Say, I was… er, thinking… and you know how the Grand Galloping Gala is in two weeks, right?" asked North Star.

Getting a hunch to where this was going, Lightning Dust said, "Y-yes?" _He's going to ask me out, he's going to ask me out, he's going to ask me out!_ was the thought that raced through her mind.

"W-well… I was wondering if… maybe… you wanted to be my date?" asked North Star nervously. Lightning opened her mouth to give a response but all that came out was nothing but air. The restaurant hung in silence for a short period before North sighed a little. "I get it Dust. You're probably busy that week anyways. Sorry I asked." He said in a bitter tone that Lightning could instantly tell meant he was very upset with the silence.

_You idiot! Why are you not talking!_ Lightning's brain was yelling at her. She scrambled for something to say but still couldn't find anything to say. The rest of her shift was utterly depressing after this little exchange.

A few hours into her shift and the familiar "DING!" sound came up meaning that the last customer had left and the restaurant would close. Lightning, sighing as she did so, hung up the mop and started to walk out. She barely even had a hoof outside of the place when the rain came down.

"OH COME ON!" She roared to the high heavens as she flapped her wings and flew off. She continued to fly until she passed by a familiar sight, something she thought she wouldn't ever see again.

High up in the skies of Equestria a meteor was coming down fast and hard. It zoomed towards the planet but if a pony looked hard enough they would see that the meteor seemed to steer itself. The being inside could feel the heat from the outside of its compartment and knew that it must have arrived at it's destination… its final doom.

Lightning walked slowly up the stairs into the First Faustian Church, each one was drenched in rain, and soon found herself staring at the double decker doors that lead to the inside and warmth. She pushed them open and practically fell into the sanctuary before she stood up. She trotted forward and took a spot by a pew…. that was underneath a stain glass window with all of the Elements Of Harmony including the mare that ruined her life. _I can't even cry my heart out without her parading herself over me._ Lightning said in her mind as she glared at the window.

The meteor finally broke through but the occupant could feel that it wasn't the planet that its species had banished it to be trapped on but instead a whole world that was teeming with life. It crashed landed outside a very big building but the rain covered up the sound of it landing. The occupant soon broke free of its prison and started to flow forth. It appeared to be a black oily substance but soon it moved by itself and soon latched onto a nearby spider which started to climb into the building.

"Hey Faust…. been awhile huh?" Lightning asked as she stared up at the mural for a giant pony with a red flowing mane and wings. "The name's…. Lightning Dust. But that's not what's important. I-I come before you…. humbled… and humiliated... to ask you one…. simple request…. I want you to kill Rainbow Dash." She said, paying no heed to the giant black spider above her. Said spider suddenly started to twitch a bit before it fell to it's side and the ooze started to drip down.

"Ugh, nasty…", said Lightning Dust, trying to shake the goo off. "Wait a second… what is this stuff?" Slowly, more of the goo latched onto Lightning. "Get off of me!"

_**But, why would we do that, Lightning Boltamius Dust? No, we shall aid you in your quest to destroy this… Rainbow Dash. And, better yet, by the might of you own hoof! Besides, we find deities like this… Faust, did you call him? Well, they work too slowly, if at all, **_whispered a dark and sinister voice.

"And… I suppose you, whatever the Tartarus you are, want something in return?" asked Lightning.

_**What we want is for you to bond with us, in mind, body, and spirit… in return, you shall have the power to extract your revenge,**_ whispered the voice.

"All right, let's do this and put that bitch Rainbow Dash in her grave," snarled Lightning Dust.

Slowly but surely, the ooze began to spread over Lightning's body. Her mane and tail turned ghostly white as her wings turned more demonic. Her muscles also grew larger. By the time the process was finished, Lightning had demonic white eyes, long monstrous fangs, and a long, serpent-like, tongue.

"**RAINBOW DASH IS NOTHING MORE THAN A TREACHEROUS SNAKE… AND WE ARE HER VENOM COME BACK TO BITE HER!"** snarled the creature. **"Now… let's see what we can do!"**

The creature that was once Lightning Dust spread her demonic wings and let out a roar, before flying through the stain glass window with the Elements of Harmony...

**Please review!**


	2. Frankenstein's Monster

**Welcome back! Enjoy!**

Chapter 2: Frankenstien's Monster

To say that Lightning Dust liked her new ally would be an understatement. She _loved_ it. The black goo was making her feel amazing, like she could crush mountains into dust. Thanks to the symbiote, Lightning Dust was far stronger and faster than ever before. Not only that, but she could stick to walls, fire what Lightning Dust could only describe as black spider webbing out of the front of her forelegs and produce tendrils from her back.

"**Now, if we could only find something to test our new power on,"** growled Venom.

As if on cue, somepony screamed.

Venom smiled, the kind of smile a predator has when they find prey. **"Perfect…"** she hissed, before flying off towards the scream...

A young Earth Pony mare was being mugged by a group of four unicorn stallions in a dark alley.

"Help! Somepony! Anypony! Help!" yelled the mare, before getting kicked in the chest

"Maybe now you won't cross the-" said one of the unicorns, before something pulled him into the darker part of the alley.

The rest of his gang looked towards the dark part of the alley. Suddenly, the leader of the gang started screaming.

"No! No! Please! For the love of Faust! No! No!" he yelled, before his body was thrown out of the shadows and into a dumpster, blood pouring out of his chest and neck.

A flash of lightning from the ongoing storm revealed what seemed to be a pegasus-like creature… it had a ghostly white mane and tail, demonic white eyes, a demonic pair of wings, a mouth full of gleaming fangs, a long, serpent-like tongue, and a jet black body.

"What is that thing?" asked one of the unicorns.

"I don't know, but it killed the boss… so, I say we kill it and donate the body to science," said one of the other unicorns, charging up his horn as he spoke.

Venom laughed. **"Oh, but we have a better idea… how about we beat all of you into pastes, preferably without scarring the Earth Pony for life. That sound like fun?"** she hissed.

"Eh, I think we're gonna stick with the 'killing-you-and-donating-your-body-to-science' idea. Plus, we might get a huge payday," said one of the unicorns, before he and his fellows fired blasts of magic.

Venom did a backflip over the magic blasts and landed on her feet with elegance. **"Very well, then… We guess we'll have to do this the hard way… and by 'hard way,' we mean 'toss your broken and lifeless bodies into the dumpster,'"** snarled Venom.

Claws appeared on Venom's hoof before she slashed the face of one of the unicorns, leaving a very large and bloody scratch, before kicking the unicorn in the chest.

"Arrgh! Kill it! Kill it!" yelled the unicorn through a mouth full of blood.

The unicorn's partners began to charge up another blast of magic, but Venom was ready.

"**Let's point those horns of yours in a safer direction, shall we?"** hissed Venom.

Venom fired a black strand of webbing that tied the two unicorns' horns together point-to-point just as they were about to fire. The resulting blast destroyed their horns and rendered them unconscious.

_I've gotta get out of here!_ screamed the scratched unicorn in his head before trying to make a run for it.

"**Get back here, you miserable little insect!"** snarled Venom, launching a tendril at the unicorn.

The tendril wrapped itself around the unicorn's neck and dragged him back, screaming.

"What are you?!" shrieked the stallion in a mix of a blood-filled mouth and total and utter fear.

Venom smiled her most predatory smile yet. **"Let's just say we're Frankenstein's Monster,"** said Venom, launching another tendril at a newspaper dispenser and grabbing the newspaper, _Equestria Daily_, from it. On the front page was an alicorn Venom vaguely recognized as a friend of Rainbow's. **"And we're looking for our creator."**

Venom then snapped the neck of the unicorn. As she walked out of the alley, she saw the Earth Pony mare, cowering in absolute fear.

"Are… you gonna kill me too?" whimpered the mare.

Venom smiled once again, this time a gentle smile. Or, at least, as gentle as she could with her monstrous form. **"Depends if you're a good little mare,"** said Venom with the air of a joke.

"Who-who are you?" asked the mare.

"**We are Venom… and remember this, little pony: innocence is precious. It should be protected, cherished, always," **said Venom, then added as an afterthought, **"We were innocent once… we could've had it all, but it was stolen from us by a treacherous little snake we once called 'friend...' see you around."**

Venom then spread her monstrous wings, newspaper in hand, or rather, tendril, and took off into the skies at breakneck speeds, leaving the Earth Pony wondering if there were more like her…

Lightning Dust, in her normal appearance once again, opened the door to her home. The newspaper was in her mouth. "It's a good thing I don't have to work tomorrow… because you and me are going to have a late-night discussion," she said.

_**What for?**_ inquired the symbiote from inside Lightning's head.

"We need to come up with a plan to lure Rainbow Dash here so we can kill her,," replied Lightning. "Anyways, this alicorn… I recognize her from the Wonderbolt Academy just before I got kicked out because of Dash. According to this paper, she's gonna be hosting the Grand Galloping Gala at her castle in the Crystal Empire."

_**And your point is?**_ said the symbiote with an impatient tone.

"Well, Rainbow Dash and her pals never miss a gala as far as I know. So, it'll be the perfect chance to do some reconnaissance," said Lightning.

_**Reconnaissance? Why can't we just do it the old-fashioned way? You know, just crash through the roof and kill her then and there,**_ asked the symbiote.

"Because Princesses Celestia and Luna will be there, and even with our powers, we're no match for them. We just gotta find a way to lure Dash and her friends here… after all, nopony's ever seen anything like us before, have they?" said Lightning.

_**All right… but, how are we going to lure her here?**_ asked the symbiote.

Lighting Dust thought about it for a moment. "We do what we did tonight, only to someone more dangerous or important to the criminal underground, like a crime boss or something," she finally said.

_**Hmm… one can only hope this will work… but, the Gala doesn't sound like something you can just walk right into…**_ said the symbiote.

"Luckily, I know somepony…" said Lightning.

She walked over to her phone and phonebook and looked up North Star's number...

**Please review! Also, as aforementioned, this story is also avalible on my fimfiction, the link for which is now avalible on my profile.**


	3. 121 Killerwatts

**Welcome back! Enjoy!**

Chapter 3: 1.21 Killerwatts

We now find North Star exiting the LPU Science department.

_Boy, Dr. Rex really doesn't hold back on the homework,_ thought North Star, before he heard a familiar voice.

"North Star! Hey, North Star!" called out Lightning Dust, running up to North Star.

"Lightning Dust? What are you doing here?" asked North Star.

"Well, I tried to call you yesterday, but no one was home. Anyways, I was wondering… is that offer to go to the Gala with you still on the table?" asked Lightning.

North Star suddenly looked nervous. "W-well, as a matter of fact, it is," he said.

"Perfect, because it looks like you've got yourself a date. In other words, yes, I'll go with you," said Lightning.

North Star grinned from ear to ear. "That's wonderful! So, I'll pick you up at 7:30 two weeks from today, okay?" he said.

"Sounds wonderful," said Lightning, turning to leave.

"Say, have you heard the rumors?" asked North Star.

"What rumors?" asked Lightning, turning around to face North Star once again.

"Well, they say that some kind of creature killed some ponies who were mugging a young mare," said North Star. "Of course, everypony thinks the mare is crazy, but still."

"Really, is that so? Well, I gotta go, I have some… shopping to do. See you at work tomorrow, North Star," said Lightning before she flew off.

" _**I have to do some shopping"? Was that really the best you could come up with?**_ said the symbiote from inside Lightning's head.

_Well, it was the best I could do under the circumstances,_ replied Lightning.

_**Right… let's just get back home and continue planning our revenge,**_ said the symbiote.

Back on the ground, North Star watched as the girl of his dreams flew off. _Lightning, why do I get the feeling there's something you're not telling me… oh, well, at least she said yes to going to the Gala!_ he thought.

Meanwhile, in a desolate corner of Los Pegasus, has-been musician Vinyl Scratch walked the streets. Her record label had betrayed her and left her to fend for herself.

_If only there was some way I could make a HUGE comeback… get everypony to like me again_, thought Vinyl. She looked up at the sky with hope, and saw something. It was a big blue electric sign that seemed to say "VIN."

Curious, and maybe a little hopeful Vinyl climbed up the building and looked at the sign. It didn't say "Vinyl Scratch" as she thought, but rather "VINTAGE SIGNS INC."

_I should've known! My music career is finished! Why should anypony remember me?!_ snarled Vinyl in her mind as she charged up her magic. She then fired a blast at the sign. The resulting blast of electricity from the sign struck Vinyl's horn, causing a large explosion...

When Vinyl woke up, she felt a little… different.

"What just happened?" said Vinyl. She then noticed her voice sounded a little different, distorted somehow. As she went to scratch her head, she caught sight of her hoof. It had turned electric blue. "What the-? What's happened to me?" said Vinyl. She ran over to a nearby vent.

Her jaw dropped like a bad habit when she saw her reflection. Her body, which had been white before, was now the same shade of blue as her mane and tail, and her sunglasses had become her eyes somehow… and she was also crackling with electricity.

_I wonder…_ she thought. Raising her hoof, she fired a bolt of lightning. Vinyl smiled. She now wielded one of Equestria's most powerful forces: lightning.

_As of this moment, Vinyl Scratch is no more… in her place is… Killerwatt! And nothing can stop me from doing whatever I want, just because I want to do it!_, thought Killerwatt, before she leapt into a nearby electrical wire and began to travel down it…

Meanwhile, at her apartment, Lightning Dust sat on her couch, listening to one of her favorite songs on the radio while tendrils from the symbiote threw darts at a dartboard with a picture of Rainbow Dash on it.

_Just you wait, Rainbow Dash… me and my new best friend will put you in your place…_ thought Lightning, before the electricity in the apartment fluxed. Suddenly, she had a feeling of foreboding.

Just then, a news report came on the radio. "We interrupt this song for a breaking news update. An unknown assailant has just appeared out of an electric wire and is currently holding up the First Equestrian Bank in downtown. As far as we can tell, this pony is seemingly made out of pure electricity and is extremely dangerous. More on this story as it develops," said the newscaster pony.

Lightning Dust smirked. _This is it! This is the moment we've been waiting for! Let's rock, Venom!_ Lightning told the symbiote as it crept over her form…

Down at the First Equestrian Bank, Killerwatt, who was completely ignorant of the trembling hostages, was using her new powers to crack the electronic lock on the safe. "Come on, come on!" she growled.

Just then, a large bench came flying at Killerwatt, which hit her from behind. "Ow! I'm gonna fry whoever did that!" yelled Killerwatt.

"**Is that so? Well, then you can take comfort in knowing that we won't go down so easily,"** said a dark and menacing voice. A creature that resembled a pegasus, but solid black with large demonic wings and a ghostly white mane and tail entered the bank.

Killerwatt sneered. "And just what are you supposed to be, exactly?" she asked.

"**We are Venom. But, you can just call us the one who will put your sorry flank in either the hospital or behind bars… whichever comes first,"** said Venom, before she launched two tendrils at a teller's desk and hurled it at Killerwatt.

Killerwatt simply teleported out of the way. "My turn," she said, before firing a bolt of lightning, which hit Venom head on.

Lightning Dust had been struck by a few bolts of lightning before, but never had it hurt as much as this. It felt like her very body as being torn apart. **"Arrrrgh! What… just happened?!"** hissed Venom.

"Ooh, looks like somepony doesn't like electricity… this will be more fun than I thought!" said Killerwatt, charging up another bolt. Venom gritted her teeth and dodged just as the bolt left Killerwatt and hit just where she was by a few inches. She snarled and summoned another tendril and wrapped it around her but this was a bad idea as the electric mare soon charged herself up and zapped the symbiote again.

"_**Stop doing that! It hurts us!**_**" **The symbiote told Lightning who made a mental note not to touch an outlet in the future. She then made claws at her hooves and slashed at Killerwatt and drew blood. This enraged Killerwatt as she started to charge another bolt and Venom knew instantly that this one would kill her.

Thinking fast, Venom grabbed a nearby water cooler in her tendrils and threw it at Killerwatt. The water splashed all over Killerwatt, which seemed to hurt her. "Mommy! Make it stop!" she cried as the water sizzled on her flesh.

"**It looks like somepony doesn't like water… perhaps we will be the ones who have more fun,"** snarled Venom. She then shot a web at a nearby fire hydrant, yanked it off, and then used her tendrils to douse Killerwatt in the torrent of water.

"Arrgh! Nooooo!" yelled Killerwatt, before a burst of energy discharged from her, sending Venom and the hostages flying.

When the smoke cleared, Killerwatt was once again Vinyl Scratch, and was covered in electrical burns. She whimpered as Venom towered over her. "P-parley?" she said.

"**Sorry, this isn't **_**Pirates of Equestria**_**. Although, we have heard that **_**Dead Stallion's Chest**_** is pretty good… maybe they have a movie night in jail… or, maybe the hospital,"** said Venom.

With one kick, Venom sent Killerwatt flying through the wall, knocking her out cold.

The job done, Venom let out a mighty roar, before flying off, leaving the hostages awestruck and terrified.

In a dark laboratory, a shadowy figure watched the fight between Killerwatt and Venom unfold.

_Hmm… perhaps the big black one could be of use to further my plans better than the pale one_, mused the menacing figure. A long robotic arm with a claw at the end reached out and pressed a button on the figure's desk. The arm looked like a tentacle.

"What is it, sir?" barked a female voice on an intercom.

"I have a new request I would like for you to do… bring me Venom. Dead or alive it matters not," said the figure.

**Please review, it REALLY helps me!**


	4. Mission(s) Accepted

**Welcome back! Enjoy!**

Chapter 4: Mission(s) Accepted

In the Canterlot Castle throne room, the Princesses Luna and Celestia, sat looking over the Los Pegasus-based newspaper, _The Los Pegasus Times._ On the front page was a creature known as "Venom."

"Are you sure that we should send the Elements to investigate this… _Venom_ monster?" asked Luna.

"Luna, my dear sister, you of all ponies should know that behind a monstrous outside could lie a kind and gentle inside. Problem is, we can't be certain that this creature truly _is_friendly so the Elements of Harmony could be the only things that can stop this creature from decimating Los Pegasus, or worse," said Celestia.

Just then, a knock came from the door.

"Come in," said Celestia.

Through the door came six ponies. One was an Alicorn princess with a lavender coat, and a dark blue mane and tail, both with a pink stripe in it. Another was an Earth Pony mare, with a pink coat and a bushy pink mane and tail. The third, also an Earth Pony mare, was orange with a blonde mane and tail and was wearing a tan cowboy hat. The fourth, a unicorn mare, had a white coat and a curly purple mane and tail. The remaining two were Pegasi, one had a sky-blue coat with a rainbow-colored mane and tail, while the other had a cream colored coat and a light pink mane and tail. These ponies were the Mane 6, the Elements of Harmony.

"You wanted to see us right away, Princesses?" asked Princess Twilight.

"Yes, Twilight. As I'm sure you've heard, there seems to be… eh, what's the modern term for 'something amiss,'" said Luna.

"How about 'something screwy?'" suggested Rainbow Dash.

"Yes, that. Anyway, there's something screwy going on in Los Pegasus. It seems some sort of creature that is as yet unidentified has turned up there," said Luna.

"As far as we can tell, it seems to be trying to protect the citizens of the city. However, we have heard rumors that it was involved in the brutal murder of four unicorn stallions. All that we know about it is it seems to refer to itself as 'Venom,' and that it seems to have abilities no normal pony has," explained Celestia.

"And what are we meant to do about it?" asked Rarity.

"I'm glad you asked, Rarity. As soon as the Gala is over, Twilight, you and your friends must travel to Los Pegasus and try to learn if this Venom creature is dangerous or not. In case it _is_ dangerous, it will be wise to have the Elements of Harmony close by," said Celestia.

With a look at each other, Twilight said, "You can count on us. Come on, girls, let's start planning the Gala."

In Los Pegasus, Lightning Dust was in her apartment, talking to the symbiote.

"It actually felt kinda nice, you know, to save the lives of all those ponies," Lightning Dust told the symbiote.

_**You know, you're actually quite right. It DID feel nice to save the day. But, it'll be even better once we get our revenge upon Rainbow Dash,**_ replied the symbiote.

"I suppose you're right… say, something I've been meaning to ask. Where exactly did you come from? And what brought you here?" asked Lightning.

The symbiote gave what was unmistakably a sigh. _**Well… we were banished because… well, we're insane,**_ said the symbiote.

A thrill of panic shot through Lightning Dust. "I'm sorry, but did you just say 'insane?'" she asked the symbiote.

_**Yes… but, it appears our worlds' definition of "insane" is far different from each other. You see, our species normally latch onto another organism and slowly suck the life force out of said organism. We, however, prefer to be what your world refers to as a "symbiote,"**_ explained the symbiote.

"A symbi-what?" asked Lightning, now more interested than worried.

_**A symbiote. Two organisms working together for a mutual advantage. For example, we give enhanced speed, strength, and those nifty spider powers and the tendrils. In return, what you eat or drink, we eat or drink as well. Make sense?**_ said the symbiote.

Lightning smiled. "I guess… so, why did you kind send you here?" she asked the symbiote.

_**They didn't. They meant to send us to a barren, lifeless world where there was nothing to bond with, where we would eventually die from starvation. Only problem was that their aim must've been off somehow, because we ended up here. And we all know what happened after that,**_ replied the symbiote.

"I see… so, I guess you and I are family now, huh?" said Lightning.

_**Yes… yes, we are,**_ said the symbiote.

In the dark laboratory, a white unicorn mare with a black mane and tail wearing a deep purple jacket with lace cuffs and a dark blue hood, a dark blue skirt, and deep purple boots on her hind legs that reached nearly all the way up to her flank, stood in front of an Earth Pony stallion with a gray coat, and brown mane and tail, and wearing a black tailored suit with a white tie and sunglasses. He also had four robotic, tentacle-like, arms coming out of his back..

"You wanted to see me, Doctor?" the mare asked.

"Yes… as you know, Piper, I've called you to capture Venom, dead or alive. But, I am correct in assuming that you do not know what Venom looks like, yes?" said 'The Doctor.'

"That is correct, sir… and the name is 'Paper Doll,'" Paper Doll told 'The Doctor.'

"Be that as it may, here is your target," said 'The Doctor' as one of his robotic tentacles gave Paper Doll a photo of Venom.

"Hmm… certainly looks like she came out of the depths of Tartarus itself, doesn't she?" said Paper Doll.

"I don't care if she came from a planet without magic and everypony there had two legs and claws where their front legs should be! Just bring me Venom, dead or alive. Can you do that, _Paper Doll_?" asked 'The Doctor,' a sneer evident in his voice.

Paper Doll simply smiled as her horn lit up. Suddenly, she became as flat as a piece of paper. She then raised a hoof and slashed some nearby candles in half. "Leave it to me, Doctor," she said, her grin now more devilish.

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	5. Killer Cutout

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Chapter 5: Killer Cutout

We now find Venom out on patrol, swinging from webs rather than flying.

"**The city's been quiet tonight… guess everypony's afraid of us or something,"** growled Venom before laughing. As she landed on top of a building, Venom let out a roar. Unexpectedly, a soft voice chuckled behind her. Venom turned around and growled. The chuckle had come from what seemed to be a unicorn mare in a dark outfit… but, she seemed a little… flat somehow.

"Hmm… for a big, black, monster with more power than at least 300 Earth Ponies… you don't seem so deadly," said Paper Doll.

Venom hissed as four tendrils sprouted from her back. **"Something tells us you're not here for chit-chat… who are you anyway?"** said Venom.

"My birthname was Piper Deli… but, I go by the handle 'Paper Doll'... and you're coming with me. Will you come quietly, or do I have to drag what's left of you back home?" asked Paper Doll, before swiping at Venom with a razor-thin hoof.

"**How's this for an answer?"** said Venom, her hoof turning into claws as it slashed at Paper Doll, who got a scar on her face. **"So, what are you, anyway? Government agent? Corporate super soldier?"**

"Well," said Paper Doll, as she slashed at Venom again, scoring a few slashes that healed almost instantly thanks to the symbiote. "You're actually pretty close with the second one. The Doctor sent me to capture you, dead or alive."

Venom launched out her tendrils and grabbed Paper Doll and brought her up to her face.

"**And… just who is this 'Doctor' that is oh so interested in us?"** asked Venom.

"That is need-to-know… and you don't need to know," said Paper Doll, severing the tendrils, which vanished almost instantly as Venom howled in pain.

"**You'll pay dearly for hurting us like that!"** snarled Venom.

Paper Doll scoffed. "Bill me," she said, before slashing at Venom again, scoring a few more hits.

Venom hissed again and launched four more tendrils at Paper Doll, who managed to avoid them by twisting her 2D body out of the way.

"Missed me, missed me, really don't wanna kiss ye!" taunted Paper Doll as she served two more of Venom's tendrils, which not only did it hurt Venom, but it really started to piss her off.

_Grr… this little bitch is really starting to irk me! Any ideas?_ Lightning Dust asked the symbiote.

_**Well… since she's flat and from what we know about solids needing to be not flat so they can breathe… perhaps she has to be careful with her breathing,**_ the symbiote suggested.

_So, what we need to do is figure out how exactly we're gonna make her run out of breath so she can become 3D again…_ thought Lightning. _My webs! Of course!_

As Paper Doll ran in for another slice attempt, Venom took careful aim and fired a black web right at Paper Doll's mouth. Almost instantly, Paper Doll started to turn blue as she tried to cut the web off of her mouth. Finally, having no other choice, Paper Doll's horn glowed, and she became 3D again.

"**There's the sugar!"** Venom shouted. She launched out two tendrils and started slamming Paper Doll around like… well, a rag doll. Finally, Venom threw the battered assassin off of the building and into someone's carriage. Triumphant, Venom let out a roar before she took to the skies.

_**Well, that's that taken care of… but, now there seems to be a new obstacle in our quest to destroy Dash…**_ said the symbiote as Venom looked down in time to see first responders pick up Paper Doll.

_Yes… who is "The Doctor," and what does he or she want with us?_ replied Lightning Dust.

In his dark laboratory, The Doctor watched as Venom trounced Paper Doll. "I should've known Piper wasn't tough enough to take Venom down… but, I think I know somepony who is…" mused The Doctor. One of his robotic tentacles reached and pressed a button on a different intercom.

"Yes, Doctor?" came what sounded like a filtered male voice.

"Jenkins, get down here… I have a job for you," said The Doctor.

A short time later at Los Pegasus General Hospital, a bandage-wrapped Paper Doll was wheeled into her hospital room. There was only one other occupant: a white unicorn mare with an electric blue mane and tail who was wrapped in bandages and covered in electric burn scars.

"Hello, roomie," said Killerwatt as Paper Doll was lifted into her bed. "My name's Killerwatt. What's yours?"

"Paper Doll," said Paper Doll as the nurse left.

Killerwatt raised and eyebrow. "Now, why do they call you Paper Doll?" she asked.

"Well, why do they call you Killerwatt?" replied Paper Doll.

Killerwatt smirked and raised her hoof towards the ceiling lights. They began to flicker on and off. "It's not much to look at right now, but I'll be far more powerful once my powers come back completely. Well, I've shown you mine. Now perhaps you should show me yours," she said.

Paper Doll nodded. Her horn glowed, and she became flat as a piece of paper.

Killerwatt looked thoughtful for a moment. "Perhaps once you and I get out of here, you can help me with something," she said.

"And what would that be?" asked Paper Doll.

"Well… have you by any chance heard of a creature called 'Venom'?" asked Killerwatt.

"Who do you think put me in here?" replied Paper Doll, before returning to 3D.

"Ahh… and how did you run afoul of miss big and ugly?" asked Killerwatt.

"That's none of your business," said Paper Doll.

"Hmm… well, I guess if you don't want help getting even with her…" said Killerwatt.

Paper Doll growled. "What do you have in mind?" she asked.

Killerwatt simply smiled...

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	6. The Gala

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Chapter 6: The Gala

In The Doctor's laboratory, The Doctor and what looked like an Earth Pony wearing robotic red-and-silver beetle-like armor sat discussing their plan of action to take down Venom, who was quickly becoming far more trouble than The Doctor liked.

"So, you want me to hunt down and capture this 'Venom' creature?" asked Beetle.

"No. Not quite yet. I've already tried the guns blazing, and that didn't work. So, instead, we shall hang back and observe," said The Doctor.

"Right… got it," said Beetle. As he started to leave Beetle soon turned to face The Doctor. "Why do you want this being exactly?"

"That… is none of your concern." The Doctor stated simply while Beetle opened his wings and flew off.

Four days later, it was the eve of the Grand Galloping Gala. To say that Lightning Dust was excited was an understatement. She was nervous beyond belief that she was finally going on a date with her crush.

Unfortunately, she didn't exactly have a Gala suitable wardrobe.

_**Don't worry, we've got this,**_ the symbiote told Lightning.

"How do we 'got this'?" asked Lightning.

_**Just close your eyes and imagine your dream dress,**_ said the symbiote.

Lightning did as she was told. When she opened them again, she found that she was wearing an elegant blue dress with a cloud-like trim and yellow lightning bolts running down it. Around her neck was a sapphire pendant, and on her front hooves were silver slippers.

"This… this is awesome! Thank you!" squealed Lightning.

Just then, there was a knock on the door.

"Well, my Prince Charming awaits me," said Lightning.

The next day, Crystal Empire was all abuzz about the Grand Galloping Gala. As Lightning Dust and North Star walked into the ballroom to lively music, they heard bits of things that sounded like, "So, _this_ is what a party looks like," and "This is some shindig."

As Lightning and North Star made their way to the dancefloor, they bumped into another pony.

"Hey, watch-" said Rainbow Dash, before realizing who she was talking to. "Lightning Dust? Is that you?" Lightning merely smirked at her former wing pony.

"Oh hello Dash… North can you go get us some drinks. I'll be here if you need me." Lightning said casually but with an edge to her voice. North nodded and headed towards the concession stands to get the two of them some drinks. Meanwhile Lightning and Rainbow just stared at each other before the latter broke the silence.

"So… how's life been?"

"Really? I've been gone for the past year or so and that's the first bucking question you ask?" said Lightning, who was clearly irritated.

"Yeesh, sorry… but, seriously, how have you been holding up?" asked Rainbow.

_Oh, I've been doing great, in fact I've recently bonded with a puddle of sentient sludge that gives me superpony spider powers, enhanced strength and speed, and apparently the ability to disguise myself as whatever I can imagine, all so I can kill you as viciously and painfully as possible,_ thought Lightning.

"Well, if you really need to know, I've been living in Los Pegasus as a lowly waitress, ever since I got the boot from the Academy. Happy?" she said.

Rainbow was a bit surprised at how cold Lightning was being, but decided to keep the conversation friendly. "Talk about how low the mighty have fallen… so, L.P, huh? I assume you've at least heard about that big black monster, what was it called… Toxin, I think, right?" said Rainbow.

"First off, its name is Venom, and secondly, I haven't just _heard _about it… I've _seen_ it," said Lightning. _Or, rather, I _am_ it_, she finished in her head.

Rainbow Dash's jaw dropped. "You've actually _seen_ Venom? Well, what's it like? I mean, what can it do?" she asked.

Lightning Dust's cold expression and mood changed almost instantly to something like a mother talking about her first newborn foal. "Well, it's probably strong enough to knock Canterlot right off the mountain… faster than you, me, and all the Wonderbolts put together… otherwise there's something spider-like and predatory about it… to be honest, I think Venom is a new breed of pony. Better, stronger, far superior to the rest," she said.

Rainbow couldn't help but feel worried about the way Lightning Dust was talking about Venom. "W-well, the girls are waiting for me, so I'll see you later," said Rainbow.

"Indeed you will, **Dash**…" said Lightning, her voice turning slightly deeper and darker as Rainbow walked away. "**Indeed you will**…"

The following day, as Lightning Dust and North Star were on their way to Lightning's place, they talked about what a great time they'd had at the Gala. When they were on Lightning's doorstep, they lingered a bit as they looked into each other's eyes.

As Lightning Dust closed her eyes and leaned in, the symbiote, recognizing this as true love, spoke to Lightning, _**You know, you're gonna have to tell him about us sooner or later.**_

_Oh, shut up, I want to enjoy this moment,_ Lightning told the symbiote as she and North Star locked lips…

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	7. Beetle Mania

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Chapter 7: Beetle Mania

Inside The Doctor's laboratory the following day, the Beetle was asking The Doctor if he could attack Venom.

The Doctor sighed. "All right, fine… I suppose you can go after her," he said.

"Finally! You won't be sorry, Doc!" said Beetle as he opened his wings and flew off to confront Venom.

The Doctor couldn't help but smirk. He knew that he'd learn a thing or two more about Venom as she fought Beetle...

Meanwhile, around the same time, Princess Twilight and the rest of the Mane 6 got off the train in Los Pegasus.

"Well, we're looking for the Mareiott Plaza… anypony know where to find it?" asked Twilight.

"You guys go on ahead. I'm gonna grab something to eat," said Rainbow.

After a moment's search, she found the Hayloft Cafe. Entering the establishment and taking a seat, a waitress approached her table.

"Welcome to the Hayloft Cafe- RAINBOW?!" yelled Lightning Dust.

Rainbow looked up. "Lightning Dust? What are you doing here?" she asked.

"I work here, genius. Now, can I get you something to drink?" asked Lightning.

"Coffee, please," said Rainbow as she looked at the menu.

"And what would you like in your coffee? Sugar, cream, poison-" said Lightning.

"What was that last one?" asked Rainbow, raising an eyebrow.

"Cream," said Lightning.

"Rrrriiiiiigggghhhhtttt." Rainbow said as Lightning gave her the drink. "It's… it's a nice place Dust. I mean really it's not that bad."

"Gee, thanks," said Lightning, the sarcasm evident in her voice.

"So…. this is what you came to do after The Wonderbolts?" said Rainbow.

"Yeah, so?" said Lightning, taking a seat across from Rainbow.

"Well, I mean… if you didn't have anything I had an offer," said Rainbow.

"Really? And what is it?" asked Lightning.

"Well… Ponyville has an opening for a weatherpony. If you'd like, I can make a recommendation," said Rainbow.

Lightning paused as Rainbow said this. She wanted to snap at her. Tell she didn't need the stupid job but somehow she couldn't say it. Why was it so hard to tell her off this time?

_She's giving me a… a chance._ Lightning thought to herself. That is what stunned her the most. Rainbow Dash, the source of all her rage and anger, was actually giving her a chance to make up.

"I…I'll think about it," said Lightning.

Rainbow smirked as she could tell Lightning was considering it. "Well, me and my pals won't be in town long, so I'd hurry," she said.

Suddenly, the wall blew apart, sending both Rainbow and Lightning flying. Standing in the hole was a pony wearing robotic armor that made him resemble a beetle.

"Yes, I think that will be sufficient," said Beetle.

"Sufficient for what?" groaned Rainbow, pulling herself up from the rubble

The Beetle looked in Rainbow's direction. "Why, to lure Venom out to play, of course, my little pony. My employer has plans for the creature," he said.

"The Doctor…" muttered Lightning.

Rainbow looked at Lightning, apparently confused. "Who?" she asked.

"Uh, nothing. I'm gonna go get help, you stay put," said Lightning as she ran out the back door into an alley. Almost instantly, the symbiote crept over her form. **"Let's go squash a bug!"** snarled Venom, who flew over the building and landed in front of Beetle.

" About time you showed up!" said Beetle as he flipped and landed on his hooves and took a combat position.

"**Let us guess, you're here on Doctor's orders,"** said Venom, four tendrils coming from her back.

"You guess correctly, Miss Venom. Call me 'The Beetle.' The Doctor requires a sample, and I'm the delivery colt," said Beetle, before firing a rocket at Venom.

Venom avoided the rocket with effortless ease. **"Come on, is that really the best you can do?"** she hissed, her hoof turning into a claw.

"Hmph. I saw your fight with Killerwatt child. I know your weakness." Beetle said as he shot electrical cables at Venom shocking her and disrupting her symbiote.

_**Mother bucking piece of crap!**_ The symbiote roared inside Lightning's head as she struggled to pull off the cables. Underneath his helmet The Beetle smirked and punched Venom and sent her flying.

_**Ow…**_ groaned the symbiote. Venom got up and ran at Beetle, swiping at the suit.

"Gaaah! Not bad for a rookie fighter. But not bad-" Beetle dodged a swipe and grabbed the claw. "-isn't the same as good." At the last word he tossed Venom outside the cafe. "Now, let's see how tough you are after a nice dose of sonics."

A sonic cannon appeared out of Beetle's arm and fired at Venom. The pain was at best on par with getting struck by electricity... only thing was, the pain from getting zapped usually faded after a moment… this kept going on and on.

_**You… have… to stop...him…**_ whimpered the symbiote as its voice faded.

_What's happening?!_ screamed Lightning in her head.

The symbiote seemed to be detaching from its host… and North Star, who was hiding behind a table, thought he saw a turquoise pegasus mare with an amber mane inside...

Meanwhile, Rainbow Dash had snuck up behind Beetle. _I am so going to regret this in the morning,_ she thought, right before she tackled Beetle.

"Argh! Get off!" yelled Beetle as he tried to get the rainbow-maned pegasus off of him.

This was the distraction Venom needed, as the symbiote fully rejoined its host.

_**That's better… now then, let's finish him!**_ snarled the symbiote.

Venom flew at Beetle like a bullet, claw raised, and slashed at something that looked important.

"No! My cooling system!" yelled Beetle.

"**No more A/C, eh? Then we've got just the place for you,"** said Venom. With a single tendril, she grabbed Beetle and slammed him through a sewer cap that led into a steam tunnel. Once Venom had slipped inside, she closed the lid, shrouding the place in darkness.

"**Welcome to my parlor said the big bad monster to the Beetle… somehow that doesn't sound right,"** came Venom's voice.

Beetle looked around. Venom was nowhere to be seen, even on his infrared scopes. Suddenly, a blur appeared, at which Beetle fired a laser, only to blast a pipe, which let out a gush of steam.

Another blur appeared, and Beetle fired, only to blast a pipe, letting out more steam. This kept going in a cycle. Blur, blast, steam. In no time at all, the whole tunnel was a sauna, and Beetle was cooking like a turtle in his little turtle suit.

"I… gotta… get… outta here!" gasped Beetle as he tried to fly towards an exit.

"**Oh, no you don't!"** said Venom, launching a tendril around Beetle before slamming him around. **"If we gotta stay down here, then you gotta stay down here!"**

"I'm gonna… blast… you… into… dog food… dog food… time to feed Sparx," muttered Beetle.

"**We wouldn't be losing our marbles, now would we, Mr. Beetle?"** said Venom, a grin crossing her face.

"Mommy, do I have to go to school?" whinned Beetle as if he were an eight-year old colt, before falling over.

Venom, getting an idea and covered in her own sweat inside the suit, made her way over to Beetle and pryed his helmet off. **"Now, Beetle, tell Mommy Venom something: Who is The Doctor?"**

Beetle, who had a light red coat with a sandy blonde mane, put a robotic hoof on Venom's mouth.

"Shh… don't let him hear you using the 'D' word… call him… Kalin Maris," whispered Beetle.

Venom couldn't help but smirk. Who needed truth serum if you had a steam tunnel and a pony in a robot suit with a broken air conditioner?

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	8. Venom VS Rainbow Dash

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Chapter 8: Venom Vs. Rainbow Dash

Lightning Dust paced in her apartment, locked in an internal struggle.

'_**When we bonded with you we promised you vengeance upon Rainbow Dash,'**_ growled the symbiote.

"I know! But, she offered me a job! Working in the clouds, with other pegasi…" said Lightning.

'_**Who will reject you once they find out what you've become!'**_ The symbiote roared at her causing Lightning to flinch a little.

"Well, that's what a secret identity is for right? I mean it's not like anypony knows who we really are," pointed out Lightning. Before the symbiote could argue more, Lightning said, "Look, I'm tired and I want to go to bed. We'll discuss this in the morning." She then got back into her bed and pulled the covers over her and slipped off to dream land. However the symbiote had very different plans that evening as it slowly covered Lightning's body and snarled a little.

"**We promised you vengeance and we will not be denied. Not this time."**

That night, Venom swung through the streets of Los Pegasus, hunting for Rainbow Dash.

**"Rainbow wuss! Come out and play!"** hissed Venom, before making snoring noises. It wasn't long before Venom found what she was looking for.

"Now, if I was a big black monster, where would I be?" muttered Rainbow Dash.

**"How about here?"** said Venom before plowing into Rainbow. Before the cyan pegasus could recover she was punched several times and was even thrown by the black mass of muscle and teeth into a building.

"What the-" Was all Rainbow could say before she felt a hoof being placed over her mouth and another beginning to constrict her throat.

"**We promised her payback and we always keep our promises."** Venom said to her victim as the hoof receded from Rainbow's neck and mouth only to be replaced by a tendril which slowly wrapped itself around her throat.

"W-who's her?" choked Rainbow.

"**That doesn't matter… not where you're going,"** growled Venom as a second tendril developed a pointed end, like a knife. **"To quote Jekyll and Hyde, good night from the both of us, Rainbow Dash!" **Venom said with a crazy sounding laugh following. However deep in the mind of the beast another figure was just starting to wake up from the commotion.

Much to Rainbow's surprise and confusion, Venom blinked in confusion, as if she just realized what was going on.

"What in the name of Tartarus is going on?" said Venom, but not in her usual demon's voice, but rather in the voice of an ordinary mare… and the voice sounded very familiar to Rainbow, who was starting to turn bluer than usual.

_**What are you waiting for? Finish her! Acquire your vengeance!**_ said the symbiote in Lightning's head.

Venom looked down at Rainbow Dash. She was slowly choking to death. A tendril of hers was pointed like a knife. She could finally put Rainbow in her place for ruining her life.

But, somehow it felt… wrong. After all the lives she saved fighting Killerwatt, Beetle, and the other agents of The Doctor just to lure Rainbow into her proverbial parlor… it was as if she'd found her real purpose in life. Not a Wonderbolt, but rather as a guardian angel… a lethal protector.

Venom removed the tendril from Rainbow's throat.

_**What are you doing? We thought you wanted her dead!**_ said the symbiote.

"I didn't want her dead… I wanted her beaten. I wanted to prove I was better than her. And I finally got what I wanted," explained Venom, still in Lightning's voice. "Now, we can move on to more heroic endeavors."

"Uh… who are you talking to?" asked Rainbow.

Venom turned to face Rainbow and smiled. The face of the suit receded, revealing the face of Lightning Dust.

"Lightning? You're Venom?!" said Rainbow in total disbelief.

Lightning smiled wider. The fangs that were part of the suit her were still in her mouth, but were much smaller. "Ta-da," she said.

Rainbow started babbling like an idiot. "What- how?- Huh?" she said.

"I'll explain everything when we get to where you and your pals are staying. I'm sure Princess Twilight has some geeking out to do," said Lightning. Rainbow nodded and with one quick flap of her and Lightning's wings both pegasi were flying right towards a hotel in the distance

Lightning's prediction turned out to be very true. Princess Twilight couldn't stop pestering Lightning about running tests to classify the creature she now wore. Rarity, meanwhile, couldn't stop muttering fashion advice under her breath. Fluttershy, meanwhile, point blank period refused to be in the same room as Lightning. The others weren't quite sure what to think.

After Lightning told her story, or, at least a modified version of it, Twilight said, "So, you bonded with an alien life form just to prove you were better than Rainbow Dash?"

"Yep, pretty much… although, I think the suit kinda misunderstood what I wanted. Then again, I _was_ asleep while it tried to kill you," said Lightning.

"Wait, you were asleep while that monster tried to kill me?!" cried Rainbow.

"Yep," said Lightning. "All right, now that I've told you my story, maybe you guys can help me with something. Any of you ever hear of a Kalin Maris?"

Everypony drew blank looks… except for Twilight.

"You wouldn't mean Dr. Octopus, would you?" she asked Lightning.

**Please Review!**


	9. Tests

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Chapter 9: Tests

"_**North Star! This isn't you! You're not thinking straight! You need help!"**__ yelled Venom._

_North Star didn't look like he usually did. His gray coat had a sickly green tint, his mane looked like it hadn't been combed in a while, his soft blue eyes were now an eerie shade of green. He wore green and black robotic armor that covered his wings, which would explain why he needed the hi-tech glider he was riding._

_North Star let out an insane laugh. "Sorry, honeybun, but the Green Goblin doesn't need 'help' from monsters," said 'Green Goblin' as a what looked like a small jack-o-lantern popped from the gilder into his hoof. "He'd prefer to blow them sky-high!"_

_With that, Goblin threw the pumpkin, which was beeping like a bomb. But, before the pumpkin bomb could hit Venom, it and Goblin froze in place and the suit vanished off Lightning Dust._

"_Greetings, Lightning Dust. And hello to your otherworldly ally," said a soft voice._

_Out of the moon overhead appeared a midnight black and blue alicorn with a deep blue mane and tail that looked like the starry night skies._

"_Princess Luna! How do you know about the suit?" said Lightning as she bowed before the Princess of the Night._

"_Princess Twilight sent me and my sister a letter. We are quite pleased that you've decided to use the creature as a force for good, and to protect the ponies of Los Pegasus. However, once you hear what I have to say, you might decide that it would be a wise choice to dispose of the creature and try to live a normal life," said Luna as she looked solemnly at the Green Goblin._

"_What do you have to tell me, Your Highness?" asked Lightning._

"_This: only in fairy tales do heroes get a happily ever after with the ones they love and care about. In reality, a hero's life is nothing short of tragic. Their lives become riddled with hardship. And the ones they love and care about most are usually those who fall prey to the retribution of their deeds," said Luna._

_Lightning looked thoughtful for a moment. "So, you're saying the ones I love will always be the ones who pay?" she asked._

_Luna nodded. "Or worse. They become your greatest and most terrible enemies," she said._

"_Well, I kinda think that's the point of a secret identity. They can't hurt those you care about if they don't know who's behind the mask," said Lightning._

"_And if they already know who you are?" asked Luna._

_To this, Lightning could say nothing._

"_Now, I'd wake up if I were you. Princess Twilight was just itching to do her tests," said Luna._

_Lightning nodded, and the scene dissolved…_

The following morning, Venom arrived at the back entrance to Starcorp Industries. Starcorp was one of, if not _the_, most prestigious technologies companies in the world. Some of the sharpest minds could be found here. After making sure nopony was watching, Lightning willed the suit to retreat into her body.

"My Faust… you really are Venom," said the last voice Lightning expected.

Lightning looked up to see North Star, the same as he ever was, wearing a lab coat.

"North Star? What are you doing here?" said Lightning.

"I work here now. My dad is actually Neutron Star, the founder and CEO, so he made me Head of Special Projects. Right now we're working on a special serum to create a super-soldier called 'Globulin Green'... but, you didn't hear that from me," said North Star.

Behind North Star stood Princess Twilight, who was also wearing a lab coat."North Star has some of the greatest minds I've ever seen working for him. He thinks that your...'suit' might help crack the code to Globulin Green, so that's why we're doing this here. Plus, I didn't bring any expensive lab equipment," said Twilight.

North Star smirked. "Come on, Lightning. I'll give you the tour before we get started," he said. Lightning nodded and walked beside him as they traveled through the facility. Lightning was fascinated with most of the tech in the building such as a particle accelerator that was being built and even saw a giant mech suit that for some reason had what could only be described as a horn on top of it. "Like what you see Lightning?"

"Like? North this place is amazing." Lightning as she tried to keep some of her excitement out of her voice. They then passed by the R&D department and Lightning saw an earth pony atop a strange device. "What is that?"

"Hm? Oh that! It's a MKVI Hover Gun. I personally like to call it the Glider."

"And those things inside of it? Those orange objects?"

"HE Class grenades. They can be molded into any object or form that you want as long as you tell the developers. Like, say, jack-o-lanterns," said North Star.

"Awesome!" said Lightning.

"Well, here we are," said North Star as they arrived at what was unmistakably a testing facility. "Feel free to change when you're ready, Lightning."

Lightning once again allowed the suit to cover her form once again. And the tests began.

Meanwhile, in his secret lab, Doc Ock was re-watching the footage from Venom's fight with Beetle, before an Earth Pony wearing a brown overcoat, a suit of high-tech armor, and a belt full of guns of every type appeared, seemingly out of thin air, behind him.

"You wanted to see me, Doctor?" said the pony.

"About time you got here, Mr. Nopony," said Dr. Octopus. "I have a mission that I've been saving for my best operative."

"The Venom creature, right? You want me to catch her?" said Mr. Nopony.

"Or kill her and bring me her corpse, but I'm flexible with either," said Dr. Octopus.

"If I may make a suggestion, Doctor, why not make this one-pony band a trio?" said a voice from the shadows.

Out of said shadows emerged Killerwatt and Paper Doll. Doc Ock couldn't help but smile.

"That," said Ock. "Might just work."

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